Principle 3: Chairman and Chief Executive Officer
The Code advocates that the Chairman and the Chief Executive Officer should in principle be separate persons to
ensure an appropriate balance of power, increased accountability and greater capacity for independent decision-
making.
The Chairman of the Board is Mr Khor Thiam Beng, an independent Director. Mr Khor Thiam Beng and Mr Lim Eng
Hong are not related to each other. The role of the Chairman includes:
•
leading the Board to ensure its effectiveness on all aspects of its role;
•
setting the agenda and ensuring that adequate time is available for discussion of all agenda items, in particular
strategic issues;
•
promoting a culture of openness and debate at the Board;
•
ensuring that the Directors receive complete, adequate and timely information;
•
ensuring effective communication with shareholders;
•
encouraging constructive relations within the Board and between the Board and management;
•
facilitating the effective contribution of non-executive Directors in particular; and
•
promoting high standards of corporate governance.
Day-to-day operations of the Group are entrusted to the CEO. He assumes full executive responsibilities over the
mapping of business plans and operational decisions of the Group.
Principle 4: Board Membership
The NC is regulated by a set of written terms of reference endorsed by the Board, setting out their duties and
responsibilities and comprises the following three (3) Directors, all of whom are independent: Mr Goh Chung Meng
– Chairman; Mr Khor Thiam Beng – Member and Mr Michael Grenville Gray – Member.
According to its terms of reference, the responsibilities of the NC include:
•
reviewing and making recommendations to the Board on all candidates nominated for appointment to the
Board;
•
identifying and making recommendations to the Board as to the Directors (including alternate directors, if
applicable) who are to retire by rotation and to be put forward for re-election at each annual general meeting
of the Company (“
AGM
”);
•
determining annually whether or not a Director is independent;
•
deciding, in relation to a Director who has multiple board representations, whether or not such Director is
able to and has been adequately carrying out his duties as a Director of the Company;
•
identifying and nominating candidates for the approval of the Board to fill vacancies in the Board as and
when they arise;
•
reviewing and making recommendations to the Board regarding the Board structure, size, composition and
core competencies having regard at all times to the principles of corporate governance and the Code; and
•
proposing objective performance criteria (that allows comparison with the Company’s industry peers) to
evaluate the effectiveness of the Board as a whole and the contribution by each Director to the effectiveness
of the Board.
24
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
